Common use of The Receiving Party Clause in Contracts

The Receiving Party. (a) shall keep Confidential Information confidential; (b) shall not, without the prior written consent of Disclosing Party, disclose Confidential Information to any Person in any manner whatsoever, except as expressly authorized herein; and (c) shall not use Confidential Information for any commercial or competitive purpose other than for the ordering, use, and the provision of services pursuant to this Agreement. The Ceding Company acknowledges that the Reinsurer can aggregate data with other companies reinsured with the Reinsurer and its affiliated companies as needed in the ordinary and necessary course of the business of reinsurance. However, the Reinsurer shall not disclose or release the aggregate data to any third party in a manner that would allow, directly or indirectly, identification of the Ceding Company or any specific policyholder. The parties shall maintain information security policies and procedures that include administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of Confidential Information; (c) protect against Unauthorized Access to Confidential Information; (d) ensure the proper disposal of Confidential Information; and (e) ensure the secure transmission of Confidential Information and all other information exchanged between the parties. The parties shall mutually agree upon data transfer methods and technologies in order to ensure that information exchanged between the parties is done so in a confidential and secure manner. Notwithstanding anything else in this Agreement, Disclosing Party shall not have any obligation to exchange any information with Receiving Party unless and until the Disclosing Party is satisfied, in its reasonable discretion, that such information will be exchanged in a secure manner reasonably acceptable to the Disclosing Party. Receiving Party shall promptly notify the Disclosing Party of any Unauthorized Access to Disclosing Party’s Confidential Information, and take appropriate action to prevent further Unauthorized Access, and shall cooperate with Disclosing Party to provide any notices and information regarding such Unauthorized Access as required by applicable law or Disclosing Party. The parties agree that if either has access to Personal Information, each shall comply with all applicable state and federal laws and regulations regarding the safeguarding and treatment of such information, including but not limited to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and similar state law equivalents. Each party shall implement and maintain appropriate security measures to protect Personal Information in the party’s possession. Without the Ceding Company’s prior written consent, the Reinsurer shall not store Confidential Information provided by the Ceding Company outside the United States or provide access to Confidential Information provided by the Ceding Company to any Person outside of the United States. Notwithstanding the foregoing, the Reinsurer may store and access Confidential Information in Canada or Germany so long as Reinsurer maintains sufficient data security and privacy safeguards.

The Receiving Party. (a) shall keep Confidential Information confidential; (b) shall not, without the prior written consent of Disclosing Party, disclose Confidential Information to any Person in any manner whatsoever, except as expressly authorized herein; and (c) shall not use Confidential Information for any commercial or competitive purpose other than for the ordering, use, and the provision purposes of services pursuant to carrying out this Agreement. Receiving Party further agrees to disclose the Confidential Information only to those of its Representatives who need to know such information for the purposes of carrying out this Agreement and agrees that it shall inform its Representatives of the confidential nature of such Confidential Information. Receiving Party shall advise its Representatives of the confidential nature of such information. Receiving Party is responsible for any breach of this Agreement by its Representatives. This provision does not prohibit the sharing of Confidential Information with Retrocessionaires or other parties engaged to provide services in connection with this Agreement, to the extent necessary to provide such services, provided that such Retrocessionaires and parties shall have agreed to maintain the confidentiality of such information and implement appropriate security measures. The Ceding Company acknowledges that the Reinsurer can aggregate data with other companies reinsured with the Reinsurer and its affiliated companies as needed in the ordinary and necessary course of the business of reinsurance. However, the Reinsurer shall not disclose or release the aggregate data to any third party in a manner that would allow, directly or indirectly, identification of the Ceding Company or any specific policyholder. The parties shall maintain information security policies and procedures that include administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of Confidential Information; (c) protect against Unauthorized Access to Confidential Information; (d) ensure the proper disposal of Confidential Information; and (e) ensure the secure transmission of Confidential Information and all other information exchanged between the parties. The parties shall mutually agree upon data transfer methods and technologies in order to ensure that information exchanged between the parties is done so in a confidential and secure manner. Notwithstanding anything else in this Agreement, Disclosing Party shall not have any obligation to exchange any information with Receiving Party unless and until the Disclosing Party is satisfied, in its reasonable discretion, that such information will be exchanged in a secure manner reasonably acceptable to the Disclosing Partyboth parties. Receiving Party shall promptly notify the Disclosing Party of any Unauthorized Access to Disclosing Party’s Confidential Information, and take appropriate action to prevent further Unauthorized Access, and shall cooperate with Disclosing Party to provide any notices and information regarding such Unauthorized Access as required by applicable law or Disclosing Party. The parties agree that if either has access to Personal Information, each shall comply with all applicable state and federal laws and regulations regarding the safeguarding and treatment of such information, including but not limited to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and similar state law equivalents. Each party shall implement and maintain appropriate security measures to protect Personal Information in the party’s possession. Without the Ceding Company’s prior written consent, the Reinsurer shall not store Confidential Information provided by the Ceding Company outside the United States or provide access to Confidential Information provided by the Ceding Company to any Person outside of the United States. Notwithstanding the foregoing, the Reinsurer may store and access Confidential Information in Canada or Germany so long as Reinsurer maintains sufficient for business continuity purposes only. The Reinsurer’s primary data security center and privacy safeguardsprocessing location shall remain within the United States.

The Receiving Party. (a) shall keep Confidential Information confidential; (b) shall not, without the prior written consent of Disclosing Party, disclose Confidential Information to any Person in any manner whatsoever, except as expressly authorized herein; and (c) shall not use Confidential Information for any commercial or competitive purpose other than for the ordering, use, and the provision of services Services pursuant to this Agreement. The Ceding Company acknowledges that Receiving Party further agrees to disclose the Reinsurer can aggregate data with other companies reinsured with Confidential Information only to those of its Representatives who need to know such information for the Reinsurer and its affiliated companies as needed in the ordinary and necessary course purposes of the business ordering, use, and the provision of reinsuranceServices pursuant to this Agreement. However, the Reinsurer Receiving Party shall not disclose or release the aggregate data to any third party in a manner that would allow, directly or indirectly, identification advise its Representatives of the Ceding Company or confidential nature of such information. Receiving Party is responsible for any specific policyholderbreach of this Agreement by its Representatives. The parties shall maintain information security policies and procedures that include administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against anticipated threats or hazards to the security or integrity of Confidential Information; (c) protect against Unauthorized Access to Confidential Information; (d) ensure the proper disposal of Confidential Information; and (e) ensure the secure transmission of Confidential Information and all other information exchanged between the parties. The parties shall mutually agree upon data transfer methods and technologies in order to ensure that information exchanged between the parties is done so in a confidential and secure manner. Notwithstanding anything else in this Agreement, Disclosing Party shall not have any obligation to exchange any information with Receiving Party unless and until the Disclosing Party is satisfied, in its reasonable discretion, that such information will be exchanged in a secure manner reasonably acceptable to the Disclosing Party. Receiving Party shall promptly notify the Disclosing Party of any Unauthorized Access to Disclosing Party’s Confidential Information, and take appropriate action to prevent further Unauthorized Access, and shall cooperate with Disclosing Party to provide any notices and information regarding such Unauthorized Access as required by applicable law or Disclosing Party. The parties agree that if either has access to Personal Information, each shall comply with all applicable state and federal laws and regulations regarding the safeguarding and treatment of such information, including but not limited to the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and similar state law equivalents. Each party shall implement and maintain appropriate security measures to protect Personal Information in the party’s possession. Without the Ceding Company’s prior written consent, the Reinsurer shall not store Confidential Information provided by the Ceding Company outside the United States or Canada or provide access to Confidential Information provided by the Ceding Company to any Person outside of the United States. Notwithstanding the foregoing, the Reinsurer may store and access Confidential Information in Canada States or Germany so long as Reinsurer maintains sufficient data security and privacy safeguardsCanada.